1) CLIENT:	MULTIVA, SA MULTIPLE BANKING INSTITUTION, ACTING ASTRUSTSOLELY AND EXCLUSIVELY AS TRUSTEE OF ADMINISTRATION TRUST NUMBER CIB/3001
2) CONTRACTOR: RFC: Employer Registration Number:	IDEURBAN TECNOLOGÍAS, SA DE CV ITE1105125U5   L015017110
3) DESCRIPTION OF THE CONSTRUCTION SITE:	The Construction, Adaptation and Reconversion Works of a Mondrian brand hotel, consisting of the conversion of an existing property and the opening of 166 (one hundred sixty-six) hotel rooms for guests, in accordance with the standards, guidelines and technical, architectural and operational specifications that the Hotel Operator may designate or approve at the time, as well as the common and service areas where they are located, including but not limited to, lobby, reception, restaurants, bars, meeting and event rooms, administrative areas, back of house areas, kitchens, staff facilities and other complementary facilities, all including the works, adaptations, remodeling, installations, equipment and finishes necessary for the proper operation of the hotel, in accordance with this Contract and its Annexes

	a)    Mode: b)    Project Type:   Location:		Work PriceMaximum Guaranteed Hotel Blvd. Kukulcán km 16.5, lot 56-A-1 and 56-A-2, Hotel Zone, CP 77500, Cancun, Quintana Roo, Mexico.
4) IMPLEMENTATION PERIOD:			These will be counted from the date of payment of the Advance.
	a)    Start date:
Completion date:
			February 1, 2026.
			February 1, 2027

I.	The Contractor, through its representative, declares that:

1.

Legal Existence. It is a legally constituted and existing variable capital corporation under the laws of Mexico, as evidenced in Public Deed number 43,744 dated May 10, 2011, executed before Lic. José Zamudio Rodríguez, Public Notary No. 45 in the State of Mexico, whose first testimony is registered in the Public Registry of Property and Commerce of Mexico City, under Electronic Mercantile Folio number 403780 dated September 17, 2009.

2.	Federal Taxpayer Registry. It is registered with the Ministry of Finance and Public Credit, with the Federal Taxpayer Registry number ITE1105125U5 and, consequently, declares that it is up to date with its tax obligations.

3.	Address. For all legal purposes related to this Contract, the address is designated as Montes Urales number 105, Colonia Lomas de Chapultepec, CP 11000, Mexico City.

4.	Employer Registration. That has Employer Registration with the Mexican Social Security Institute number L015017110, which is valid in accordance with article 5, section I of the Regulations of the SMandatory Social Security for Construction Workers by Project or by Fixed Term.

5.

Personality/representation. Your legal representative has sufficient powers to enter into this Contract, which as of the date of this Contract, have not been revoked, limited or modified, as stated in Public Deed number 65,353 (sixty-five thousand three hundred fifty-three) dated October 14, 2014, granted before the notary public Carlos Alejandro Durán Loera, Notary Public number 11 (eleven) practicing in the Federal District.

6.

Purpose. Its corporate purpose allows it to carry out the purpose of the Contract, as well as the construction, development and planning of all types of real estate, having the necessary technical, financial, operational and administrative capacity to contract under the best conditions the works that make up the Project.

7.	Absence of Vices. In the celebration of this Contract there has been no fraud, bad faith, error or vices of consent between them, and it is celebrated based on principles of commercial good faith between the Parties.

8.	Violations. The execution of this Contract does not violate any law or legal order, contract, commitment, agreement or accord entered into, nor does it violate any resolutions, judgments or order, and its execution will not cause any breach.

9.

Bankruptcy Proceedings. The Contractor is not subject to any dissolution or liquidation proceedings under its bylaws or applicable legal provisions, nor is it subject to any bankruptcy proceedings, or is it in any circumstance that could cause the commencement of bankruptcy proceedings; likewise, the execution and performance of this Contract will not cause a general default in the payment of its obligations.

10.	Authorizations.No authorization or consent is required, including any governmental or third-party authorization, for the execution of this Agreement or for the validity, enforceability or performance of its obligations under it.

11.

Construction Work. The work consists of the Construction, Adaptation and Reconversion of a Mondrian brand hotel, consisting of the conversion of an existing property and the opening of 166 (one hundred sixty-six) hotel rooms for guests, in accordance with the standards, guidelines and technical, architectural and operational specifications that the Hotel Operator may designate or approve at the time, as well as the common and service areas where they are located, including but not limited to, lobby, reception, restaurants, bars, meeting and event rooms, administrative areas, back of house areas, kitchens, staff facilities and other complementary facilities, all including the works, adaptations, remodeling, installations, equipment and finishes necessary for the proper operation of the hotel, in accordance with this Contract and its Annexes (hereinafter the “Work”), in the Properties whose areas, measurements and boundaries are identified in the plan attached to this Contract as an Annex.

12.	The work will be carried out as indicated in the architectural plans attached to this Contract. Any expenses incurred in the Architectural Project will be borne by the Contractor, as this is a Guaranteed Maximum Price Construction Contract.

13.

Site of the Work. The contractor is duly familiar with the site/location of the Work subject to this Contract, as well as the environmental conditions, in order to consider all the factors involved in its execution and accepts the plans of the Work, having considered all the elements, budget, labor and characteristics that come together for the proper execution of the Work.

14.

Risks. The contractor has inspected and fully understands the site where the work will be carried out, and has taken into account for the basic design and execution of the work all the climatological, hydrological, environmental, geological and structural, political and social conditions of said site.place; therefore, under the terms and subject to the provisions of this Contract, it expressly acknowledges and accepts to assume the risks, and therefore these conditions may not be taken as excluding liability in the execution of the Work program.

15.

Own Resources and Applicable Legislation. It has the resources (including, without limitation, material, technical and human resources) required to fulfill its obligations under this Contract and is familiar with the Construction Regulations for the Municipality of Benito Juárez of the State of Quintana Roo and all applicable rules and regulations of the Government of the State of Quintana Roo, as well as other competent local and/or federal government agencies that are applicable to the Property and the activities of the SELLER under this Contract, as well as the federal, local or municipal rules and regulations that govern the execution, cost and social benefit study, quality standards of applicable materials and equipment, current technical service standards, terms of reference, as well as all the documents that make up the Annexes.

16.

Capacity and Solvency. The company possesses the technical capacity, financial solvency, and sufficient and necessary human resources to directly execute the work entrusted to it under this Contract. Therefore, it declares and acknowledges that it will assume the labor obligations of the workers hired for the execution of said work for the Project. Furthermore, the company has technically qualified and trained personnel and possesses the necessary knowledge and experience for the execution of the Project, in accordance with the terms, conditions, deadlines, quotation, specifications, and characteristics established in this Contract. Therefore, the company hereby assumes responsibility to MURANO for the professional competence and good conduct of its personnel, regardless of their employment status, acknowledging that the foregoing, as well as the execution of the Project by the company, is the determining factor in MURANO's decision to enter into this Contract.

17.	Appearance. He appears to enter into this Contract and it is his desire to enter into it under the terms specified therein.

II.	MURANO, through its representative, declares that:

1.	Legal Existence. It is a trust, duly constituted and validly existing under the laws of Mexico, with full capacity to act, in exercise.

2.	Attorney-in-Fact. Your attorney-in-fact has sufficient powers to bind you to the terms of this Contract and such powers have not been revoked or limited as of the date of signature of this Contract, as evidenced in the corresponding Public Deed.

3.

Real Estate. The real estate: (i) Private Unit 1 (One), is located on lot number 56-A-2, (fifty-six dash A dash two) of superblock A two, Second Tourist Stage, located in the tourist development of Cancun, Quintana Roo, with a total area of ​​47,727.69 m2(forty-seven thousand seven hundred twenty-seven point sixty-nine square meters) (“Properties”) in which it requires that the necessary work for the construction of the Project be carried out, are part of its assets.

4.

Appearance. Appears for the execution of this Contract in accordance with the Sole Preamble of this Contract in order to: (i) contract the Work to be carried out by the Contractor in accordance with this Contract; (ii) ratify the terms and conditions under which this Contract is executed; and (iii) assume all payment obligations arising from this Contract in favor of the Contractor under the terms agreed herein and in its Annexes.

5.	Resources of Lawful Origin. The resources allocated for the payment of the Work, described in subsection (iii) of the previous section, are of lawful origin.

6.	Permits and Licenses. It has obtained or will obtain, either directly or through third parties, in a timely manner and in compliance with applicable legal provisions, the permits and licenses necessary for the construction and execution of the Work (“Permits and Licenses”).

III.	The Parties, through their attorneys, declare that:

a.	Delivery Certificate. This refers to the document that the Parties must execute to carry out the partial and/or total delivery of the Work, as appropriate, that is, regarding the delivery of the Substantially Completed Work or the delivery of the Totally Completed Work.

b.

Remediation Actions. This means all actions necessary to comply with Environmental Legislation, the Environmental Impact Statement Resolution, permits and licenses (as defined below) to: (a) clean up, remove, remediate, treat, restore, contain, abatement, cover, or otherwise adjust Hazardous Substances (as defined below) to the indoor or outdoor environment; (b) control the Release (as defined below) of Hazardous Substances so that they do not migrate, endanger, or threaten public health or the environment; or (c) conduct remediation studies, investigations, restoration and post-remediation, analysis, and monitoring of, in, or onthe land where the Work is being carried out; and the term “Remediate” (when used as a verb) means to conduct a Remediation Action.

c.	Scope of Work. This means the scope of work, supply of goods, tools, materials and services, to be executed by the Contractor for the proper execution of the Work, as described in Clause Three of this Contract.

d.	Ennismore. Chain in charge of the operation of the Hotel, whose standards must be met.

e.	Preliminary Project. This means the preliminary and general executive project regarding the Work, which will contain the architectural and structural project of the Project that is attached to this Contract.

f.

Change. This means any modification, reduction, alteration, or addition to the Work, Plans, Specifications, programs, Property, and procedures defined in the Contract Documents, regardless of the origin or reason for such modification, with the understanding that such changes may only be made through a Change Order or when expressly provided for in the Contract Documents.

g.	Business Days and Business Hours. These mean Monday through Saturday from 9:00 a.m. to 6:00 p.m., except for those days designated as holidays in the Federal Labor Law.

h.	Contract Documents. This means this Contract, its Annexes, the Drawings and Specifications and any supplements or modifications made to them.

i.

Contract Duration. This CONTRACT shall be in effect from the date of its signature and in accordance with this instrument and its ANNEXES. However, the execution period shall be [*] Months, as contemplated in the Work Program, which period may be extended in the cases and in accordance with the terms indicated in this Contract and/or by written agreement of the Parties.

j.

Specifications. This means all written or printed descriptions or instructions relating to the quality of work and materials, drawings, diagrams, reports, documents, memoranda, studies, computer programs, formulas, calculations, information, engineering, construction processes, including the Bill of Quantities, which may be modified, augmented, corrected or replaced by written agreement of the Parties.

k.	Standards. This refers to the national technical guidelines, standards, and regulations for construction that constitute good practices in construction, architecture, and engineering, including the specific guidelines of the brands to be used at the time.

l.	Estimate or Estimate of Work Performed. Payment for each estimate will be subject to a proportional advance equivalent to a minimum of 5% (five percent) of the Total Contract Price.

m.

Force Majeure. This means (i) rebellion, revolution, insurrection, uprising, usurpation of civil or military government, conspiracy, riot, civil unrest, terrorist acts, war, hostilities, or warlike operations (whether or not a state of war has been declared) existing in the area of ​​the Work Site, provided that such acts are not incursions or demonstrations against the Work itself; (ii) enemy invasion, acts of foreign enemies, and civil war in the area of ​​the Work Site; (iii) nationalization or expropriation of property by a government or a Governmental Authority; (iv) a general strike of any industry related to work necessary to complete the Work (provided that such strike is not declared illegal); (v) unjustified closure of the Work; (vi) a prohibition of imports into Mexico with respect toof supplies necessary for the execution of the Work; (vii) interruption of the supply of electrical energy for more than 3 (three) continuous Working Days at the Work Site due to causes not attributable to the Parties; (viii) medical contamination or decree of epidemic/pandemic by competent authorities that prevent, by provision of said decree, the access of the majority of the workers or contractors to the Work Site; (ix) earthquake (magnitude 7 on the Richter scale), avalanche, volcanic activity, tsunami, typhoon or cyclones, hurricane (category 3); (x) destruction of all or part of the Work due to supersonic waves and nuclear waves or other natural or physical disasters such as fire and flood, provided that they have not been caused by factors attributable to the Parties; (xi) the existence on the Work Site of archaeological objects or other minerals (excluding contaminants) or objects whose ownership, use or care is regulated under Legal Requirements and whose existence must be reported to a competent Government Authority, provided that their existence has not been made known before the start date of the Work and that the Contractor could not have foreseen by applying the Standards; and (xii) the discovery on the Property of physical conditions (other than climatic conditions) or artificial obstructions that prevent the performance of the Work and that, according to the Standards, the Contractor could not have foreseen before the start date of the Work. Start of the work, average rainfall above the usual average for the area where the work will be carried out.

n.	Project Manager. This means the person designated by the Contractor to handle any requirement of MURANO related to the execution of the Work, as specified in Clause 3.7 of this Contract.

o.	Milestone. It signifies a certain important portion of the Work that must be completed by a specific date as indicated in the Work Schedule.

p.	Interest. This means an annual interest rate of 6% (six percent) calculated on the basis of 360 (three hundred sixty) days.

q.	List of Outstanding Items. This refers to the list of elements of the Work that are deficient, incomplete, or missing, in accordance with the Contract Documents and their Annexes, prepared by the Contractor, reviewed and approved by MURANO.

r.	Site of the Work. This means the Real Estate, in general, as it relates to the works of common use areas of the entire Project and the place to store and deliver Materials and Property; in general the place intended for the construction of the Works.

s.	Materials. This means the equipment, machinery, devices, goods, supplies, articles and provisions of all kinds that are supplied or used for the execution of the Work.

t.

Construction site. This means all work sufficient and necessary for the Construction, Adaptation, and Conversion of a Mondrian brand hotel, consisting of the conversion of an existing building and the opening of 166 (one hundred sixty-six) hotel rooms for guests, in accordance with the standards, guidelines, and technical, architectural, and operational specifications that the Hotel Operator may designate or approve, as well as the common and service areas where they are located, including, but not limited to, the lobby, reception, restaurants, bars, meeting and event rooms, administrative areas, back-of-house areas, kitchens, staff facilities, and other complementary facilities, all of which includes the works, adaptations, remodeling, installations, equipment, and finishes necessary for the proper operation of the hotel, in accordance with this Contract and its Annexes, to be executed by the Contractor in accordance with the Contract Documents, in terms of the Work Program, for the purpose of carrying out the construction, as well as the works and remodeling indicated in the scope of the Work.

u.	Substantially Completed Work or Substantial Completion. This means that (i) the Work has a minimum of remaining work, which is included in a Backlog; and (ii) the Work is ready for the testing referred to in Clause 12.1.

v.

Completed Work or Total Completion. This means the achievement of: (i) the Work is fully completed in accordance with the Contract Documents and their Annexes, (ii) the Contractor has carried out the work contained in the List of Outstanding Items of the Substantially Completed Work Delivery Certificate; (iii) the Contractor has carried out the testing referred to in Clause 12.1; (iv) MURANO has received the test booklets from the Contractor and approved them; and (v) the Parties have signed the Completed Work Delivery Certificate.

w.

Change Order. This means a written order issued by MURANO and approved by the Contractor to make additions, deletions, and/or modifications to the Work, Drawings, Specifications, schedules, and/or procedures contained in the Contract Documents that modify the originally contracted scope of the Work, or issued by the Contractor and approved by MURANO in writing. For the purposes of this Contract, Change Orders duly authorized by the Parties shall be considered part of the Annexes and form an integral part of this Contract.

x.

Plans. This means the plans that, as part of the Executive Project, will be developed with respect to the Work, including any addition, modification or replacement; and all those additional plans that are made and delivered, reviewed and approved by the Contractor or delivered by the Contractor and reviewed and approved by MURANO in writing.

y.	Contract Price. This means the amount stipulated in Clause Four of this Contract plus the corresponding Value Added Tax.

z.	Unit Prices. This refers to the list of individual prices for each element of the work.

aa.

Budget. This means the budget for the Work divided for each major stage of the Work and will include a list of Unit Prices, the analysis of direct and indirect costs, and will contain a specific section that includes the concept of labor broken down, as it may be modified from time to time by the Parties.

bb.	Work Program. This means the work execution program, which describes the activities and milestones to be carried out on a bi-weekly or scheduled basis and according to which the Estimates of Work Performed will be made, as modified from time to time by the Parties.

cc.	Executive Project. This refers to all the plans and specifications necessary to carry out the work.

dd.

Legal Requirements. This means all applicable local or international laws, decrees, taxes, codes, rules, regulations, and ordinances, including but not limited to the Construction Regulations for the Municipality of Benito Juárez of the State of Quintana Roo and all other laws, regulations, and legal or administrative provisions of any kind applicable to the construction and development of the Property and the Work, in accordance with any repeal, amendment, or modification that may be made.

ee.

Uninsurable Risk. This means a risk for which insurance (i) is not available in the Mexican insurance market for the corresponding risk; (ii) is available in a limited way in the Mexican insurance market, it being understood that only the portion of the risk that exceeds the available insurance limit will be Uninsurable Risk; or (iii) to cover said risk is not contracted in the generally accepted practice of the real estate sector dedicated to the development of projects similar to the Work.

ff.

Hazardous Substance. Means (i) any hazardous waste, pollutant, hazardous substance, hazardous material, toxic substance, petroleum or petroleum-derived substances or wastes, radioactive substances or wastes, whether solid, liquid or gaseous, or any component of any of the aforementioned substances or wastes, or any other substance or matter regulated under or defined by Environmental Legislation that are (a) designated as “hazardous materials” or “hazardous waste” or both, pursuant to the General Law of Ecological Balance and Environmental Protection; (b) listed or characterized as “hazardous” under Mexican Official Standards NOM-052-SEMARNAT-2005 and NOM-053-SEMARNAT-1993; (c) designated as “hazardous waste” under the General Law for the Prevention and Comprehensive Management of Waste; (ii) Release means the release, spillage, emission, seepage, pumping, injection, deposit, disposal, discharge, dispersion, or migration into the internal or external environment, of any contaminant or Hazardous Substance through or into the air, soil, surface water, groundwater, or immovable property and that violates Environmental Legislation; (iii) Environmental Legislation means all federal, state, local and other laws, regulations, decrees, guidelines, Mexican official standards, and permits, judgments, awards, licenses, authorizations or concessions, issued or used by any Governmental Authorities, in each case in relation to public health, safety and hygiene, pollution or protection of the environment or natural resources in general, as well as the pollution (or prevention of pollution) of air, water, soil and subsoil (including all those related to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, labeling, processing, discharge, release, control, remediation or cleanup of any Hazardous Substance) in force during the Duration of the Contract. The term Environmental Legislation includes, without limitation, the Federal Law on Environmental Responsibility, the General Law on Ecological Balance and Environmental Protection, the National Waters Law, the General Law for the Prevention and Comprehensive Management of Waste, the environmental and toxic waste management laws and regulations for the State of Quintana Roo, including, without limitation, the Law on Ecological Balance and Environmental Protection of the State of Quintana Roo, the Official Mexican Standards NOM-052-SEMARNAT-2005, NOM-053-SEMARNAT-1993, NOM-138-SEMARNAT/SS-2003 and PROY- NOM-147-SEMARNAT/SSA1-2004, the General Health Law, the Federal Regulation on Safety, Hygiene and Environment at Work and the Official Mexican Standard NOM-010-STPS-199, as well as the modifications and reforms to them; and (iv) Governmental Authority means any authority of Mexico, whether federal, state or municipal, court or judicial authority, administrative authority, commission, governing body, semi-governmental authority, deconcentrated or decentralized body, any public official, or any division, or political subdivision, department or branch of any of the aforementioned bodies.

o

BUDGET

o

WORK PROGRAM

o

EXECUTIVE PROJECT

o

BRAND STANDARDS

o

ARCHITECTURAL PLANS

(a)	Likewise, the Contractor:

1.	He will manage, coordinate and act as superintendent of the fabrication, supply, construction, installation and total completion of the Work in accordance with the Contract Documents and good engineering and construction practices.

2.	It will arrange for the supply of all materials, goods, and equipment so that they are available at the work site when required for the execution of the work.

3.	It will ensure that an adequate team of trained workers is available to execute and complete the Work, in accordance with the provisions of the Contract Documents.

4.	He will enforce discipline and order among his employees and contractors and will not employ for the work any person lacking the ability, qualifications and/or experience for the assigned job.

5.	It will ensure compliance by all its personnel with all safety regulations that come into force from time to time with respect to the Work Site, as well as compliance with Legal Requirements.

6.

The contractor shall keep the work site and adjacent areas free at all times from the accumulation of waste material, garbage, or hazardous substances generated by its employees or their work. Furthermore, the contractor shall leave the work site clean and acceptable in accordance with environmental legislation.

7.	He will make the corresponding entries in the Construction Logbook, and he is also obliged to sign and follow up on any entry, observation, or requirement made by MURANO.

8.

The Contractor shall not use materials that are prohibited or hazardous to human health according to legal requirements or standards, such as asbestos, lead-based paints, or others. Likewise, the Contractor shall refrain from storing and/or introducing hazardous substances at the work site without prior authorization from Murano, always in compliance with environmental, labor, and health and safety legislation.

9.	The Project Manager will be appointed in accordance with the Legal Requirements.

10.	It will prepare all the necessary tests to verify compliance with the Work and Executive Project, and to achieve the complete conclusion of the Work.

(a)	Approval of Change Orders. Compliance with and supervision of the activities indicated in Clauses Eleven and Twelve of this Contract.

(b)	To receive any type of notice or notification from the Contractor.

(c)	Those contemplated in the Services Contract and reflected in the Clauses of this Contract.

(d)	Approval of the test booklet.

(e)	Compliance and supervision of the execution of the Work according to the Work Program.

(f)	Compliance with and supervision of the Contractor's obligations under this Contract and its Annexes.

(g)	Supervision of the Construction Logbook in terms of its completion, signing and compliance with its content.

4.1.	Contract Price.

4.2.	Payment Method. Price Retention.

1.	Notice of registration with the SAT and IMSS.

2.	Proof of Registration in the REPSE.

3.	Copy of this Contract and subsequent Addenda.

4.	Notice of Registration of Work (SIROC).

5.	Collective Bargaining Agreement signed before the Conciliation and Arbitration Board and the corresponding workers' union.

6.	Bank receipt for payments of Social Security, RCV and INFONAVIT contributions for the periods of execution of the Work.

7.	Summary of the settlement of the Single Self-Determination System for the periods of execution of the Work.

8.	Fee determination forms of the Single Self-Determination System for the periods of execution of the Work.

9.	Acknowledgement of receipt of the list of workers involved in the construction and the monthly list of workers that served to fulfill this obligation, for the periods of execution of the Work.

10.	Copy of financial report, on a bimonthly basis.

11.	Construction information report issued by the Mexican Social Security Institute once the Acknowledgement of Construction Registration has been submitted.

12.	Acknowledgement of Receipt of Notice of Work Incident due to completion.

13.	Proof of payment of the Payroll Tax to the state of Quintana Roo for the period of the Work, in accordance with Clause Sixteen.

14.	Copy of the referenced payment of salary withholdings to the SAT, on a monthly basis.

15.	At the end of the execution of the works, the certificate of NO DEBT for the regularization of the Contract or Contracts before the Fiscalization office of the State Government and municipality where the Work is located.

16.	Letter of delivery and acceptance, final settlement for the execution of work signed by MURANO, which must include the total amount executed before VAT, start and end dates.

17.	Notice of work completion incident. (SIROC closure).

18.	Any of the following documents:

a.

Official letter of conclusion of the employer correction CORP 01 and, upon completion of the correction, CORP 02 issued by the Mexican Social Security Institute (IMSS) confirming that the Contractor fulfilled all obligations arising from the execution of the Work. Also, the IMSS Resolution of the Employer Correction with folio number, original signature, and official seals.

b.

Official letter issued by the Mexican Social Security Institute by which, in terms of article 12-A of the regulations of the mandatory Social Security for Construction workers by Work or Determined Time, it establishes that the Contractor enjoys the presumption of due compliance by virtue of not having reviewed it within the period of 90 working days provided for in the aforementioned article.

c.

Notice of ruling submitted to the aforementioned Institute, together with a letter signed under oath by the legal representative of the Contractor stating that the period provided for in the last paragraph of article 156 of the Regulations of the Social Security Law on Affiliation, Classification of Companies, Collection and Auditing has elapsed without the notice having been rejected.

6.1	Penalties.

(A)

That the Parties require a change or refer to the disbursement of provisional amounts or refer to the postponement of any work without a Change Order (it being understood that if a Change Order is issued pursuant to this Contract, the extension mentioned in the respective Change Order will apply and the provisions of this paragraph will not apply, and therefore no further extension or postponement may be granted); and

(B)

With respect to the opening for inspection or testing of any covered work, as well as of the Materials or goods incorporated or to be incorporated into the Work in accordance with the Contract Documents (including making repairs that may be necessary as a result of such opening or testing), unless (i) the work was covered out of sequence or in error; and (ii) the tests (a) indicate that the work, Materials or goods used therein or its construction process did not adhere to or were not performed in accordance with the Contract Documents; (b) are carried out to determine the acceptability of the Work performed because similar work previously executed was found to be defective; or (c) demonstrate that construction procedures not permitted by the Contract Documents have been applied; or (d) are carried out under the terms of this Contract to achieve the complete completion of the Work.

(C)

That the Contractor has not received in a timely manner the Plans, Specifications, instructions or details necessary that the Contractor has expressly requested in writing, provided that such request has been made in accordance with the procedure and within the times indicated in this Contract, or that such Plans, Specifications, instructions or details have been erroneous or inaccurate, provided that the Contractor has duly notified MURANO of this situation.

(D)	The development by any local Government Authority of work with a continuous duration of more than 5 (five) Business Days in compliance with its legal obligations, or the fact that said authorities cannot carry out said work.

(E)	Failure to deliver the Preliminary Project no later than 60 (sixty) days after the signing of the Contract.

(F)	Losses or damages as a result of unforeseen circumstances or force majeure.

(a)

The fact that the Contractor has not used his knowledge, experience and equipment, which according to the Standards one would expect of him, in the advancement of the Work or to prevent any delay, and that such omission generates new or additional delays in the completion of the Work or part thereof; or

(b)

The fact that the Contractor has not carried out everything necessary in accordance with the Standards established in this Contract and its Annexes to proceed with the Work, including, but not limited to, the organization of all or part of the Work, if necessary or applicable, in accordance with the instructions issued by MURANO.

(c)

Negligence or breach of duties by the Contractor, its employees, agents, representatives, contractors or suppliers, or failure to perform any of its obligations under the Contract Documents.

(a)	No changes will be made without a Change Order signed by MURANO and the Contractor. All changes must be made taking care not to affect other common areas of the Project.

(b)

When MURANO requires a Change, it will provide the Contractor with two copies of the Drawings and Specifications that include the indicated modifications. MURANO will also provide the Contractor with any modifications that impact the Work Schedule. The Contractor will not begin work related to the Change unless it has received said Drawings, Specifications, and instructions and has authorized the Change in writing.

(c)

Should the Contractor intend to perform or supply any work or materials not ordered by Murano and for which it intends to charge more, the Contractor is obligated to inform Murano in writing of its intention to perform such work (as well as its actual or approximate value). It is understood that the Contractor will not be entitled to claim any amount for any work performed or materials supplied for which Murano has not previously reviewed and approved the payment in writing. If Murano does not respond within 15 (fifteen) calendar days following the aforementioned notification, the change will be considered rejected by Murano. In case of emergencies, Murano's failure to respond within the aforementioned period will be considered approval of the change. Any modification or expansion to the Work must be documented in amending agreements that will be in writing, accepted and signed by the legal representatives of the Parties and will be added as Annexes to this Contract.   These amending agreements must specify, among other details, the authorized modifications or expansions to the Project, a description of the changes to the costs established in the modified Annexes, including the new delivery date for the Project. The amending agreements must be signed within seven (7) business days following the date on which both Parties agree to the required changes and, if applicable, the additional time necessary for the delivery of the Project.

(d)	In any case, the form of presentation of costs and the methods of measurement and evaluation in accordance with this Tenth Clause must be agreed by MURANO and the Contractor before proceeding to make a Change.

(e)

Before proceeding with any Change (except in the case of an emergency that could cause injury or damage if not implemented immediately), the Contractor shall submit to MURANO, for their approval, a request for changes to the Contract Price, Contract Duration, and Work Schedule. The Contractor shall submit a detailed price breakdown, including quantities and amounts for labor and materials, as well as the Unit Prices and the proposed Change, within 15 (fifteen) Business Days following the date on which Murano indicated the Change or, in the case of emergencies, within 7 (seven) calendar days following the date on which the Contractor requested the Change. Each Change Order shall be considered an integral part of the Contract and shall be governed by it. The Contractor shall provide any additional information that Murano requests in support of the Changes to the Contract Price and/or Contract Duration.

(f)	With the written approval of MURANO and the Contractor, the Change Order will be issued, which will serve to modify the Work, the Contract Price and the Contract Duration, as appropriate.

(g)

With respect to a particular Change Order, if the valuation method, measurement, change in the Contract Price, and change in the Contract Duration cannot be agreed upon in a timely manner, and it is essential to proceed with the Change, Murano will determine such items subject to the final determination as set forth in the Contract Documents. In this case, Murano will issue a written authorization of the Change, stating the valuation method, if applicable, and the reason for not accepting the price proposed by the Contractor.

(h)

In the event of any dispute regarding the valuation of a Change Order authorized by MURANO and the Contractor on the Project, the Contractor shall proceed with the Change Order agreed upon by the Parties at the value of the Project estimated by Murano. Any dispute regarding the value of the Project shall be subject to negotiation between the Parties.

(i)	The cost and basis for calculating the costs of the Changes will be agreed by Murano and the Contractor in accordance with the Unit Prices.

(j)

The Contractor shall notify Murano in writing when it intends to commence any Change work, describing the implications for time, labor, and materials, and shall maintain sufficiently complete books, payrolls, accounts, and records of all Changes to permit verification and auditing. Records of time, labor, and materials shall be submitted to Murano and agreed upon within 24 (twenty-four) hours of the Change commencing.

(k)

It is expressly agreed by the Parties that the price of the Materials to be used in the Work is fixed and will not be subject to any modification and that, in case of requesting additional work to that established in this Contract and its Annexes, the Contractor will be obliged to respect the unit prices of the Materials established in the Annexes with the discounts applied in the negotiations carried out between the Parties.

(a)	MURANO will receive the Work from the Contractor when it is Substantially Completed in accordance with the Work Schedule and the other Contract Documents.

(b)	When the Contractor considers that the Work is Substantially Completed, he will send written communication to MURANO, at least 10 (ten) Business Days in advance, requesting his presence at the Work Site in order to verify if the Work is Substantially Completed.

(c)

If MURANO has no observations regarding the Substantially Completed Work to be received and so communicates to the Contractor within 30 (thirty) Business Days following the date on which the respective verification is carried out, Murano may sign the act by which the Substantially Completed Work is received and the Contractor will prepare, at that time, the List of Pending Items, which will include the deadlines for completion of each of said pending items.

(d)

Should MURANO have any observations regarding the Substantially Completed Work during the aforementioned verification, these will be communicated to the Contractor through a list prepared at the time of the verification. This list may be supplemented and delivered to the Contractor within the following 20 (twenty) business days. The Contractor must carry out the indicated corrections, substitutions, or modifications within a reasonable timeframe not exceeding 20 (twenty) business days, after which the Parties must meet again to verify the Substantially Completed Work. If, even after the second meeting for verification of the Substantially Completed Work, observations from MURANO persist and are accepted by the Contractor, a new deadline will be set for correcting those portions of the Work that were not acceptable to MURANO.

(e)	If, after the second verification meeting, MURANO's observations persist and are not accepted by the Contractor, the Parties shall reconcile their differences through conciliation.

(f)	MURANO's acceptance of the Substantially Completed Work shall not imply a waiver of MURANO's rights, actions, and warranties under this Contract and the other Contract Documents relating to the Work.

(g)	In the event that MURANO does not attend any of the aforementioned verification meetings or does not deliver its observations or acceptance to the Contractor within the terms previously agreed, it will be understood that Ideurba has accepted the Substantially Completed Work.

(h)

Within twenty (20) business days following the date of issuance of the certificate attesting that the Work is substantially completed, the Contractor shall deliver to Murano all documents, letters, releases of liability, and other certifications that, in its reasonable judgment, are necessary to prove and substantiate that all accounts for labor, contracts, materials, machinery, and other items, including any pending claims filed or that may be filed against the Contractor in connection with the execution of the Work and for which Murano may be directly or indirectly liable, have been fully settled. If the foregoing is not possible, the Contractor hereby agrees to indemnify and hold harmless Murano from and against any and all damages, losses, and other expenses that Murano may incur solely in connection with such claims or lawsuits.

(i)

In addition, the Contractor shall deliver to MURANO the As-Built Drawings, the operation and maintenance manuals, the warranties issued by the corresponding suppliers in favor of MURANO, or whomever MURANO designates, or duly assigned or transferred in favor of MURANO, as indicated, and certifications ofno outstanding payments from Contractors within 60 (sixty) days following the date of the certificate that verifies that the Work is Substantially Completed.

(j)

Within ten (10) business days following the delivery of the aforementioned documents, a final statement of account will be delivered to the Contractor, who must accept or reject said statement of account within the following ten (10) business days. If the Contractor agrees, they will sign it, and such signature will constitute irrefutable proof that the remaining amounts of the Contract Price, less any applicable penalties or withholdings shown on the final statement of account, have been fully accepted by the Contractor, as well as the final settlement of all payment claims arising from or related to the Contract and the Work. No certificate issued or payment made pursuant to the Contract Documents will constitute proof that the Work is accepted as fully completed or that it conforms to the Contract in whole or in part. Should the Contractor disagree with the aforementioned final statement of account, it shall notify the other Parties within ten (10) business days following the date of receipt of said statement of account, specifying the points of disagreement so that they may reach an agreement. If the Parties fail to reach an agreement on the statement of account, they shall attempt to resolve their differences through conciliation proceedings before initiating any legal action in the competent courts.

12.2.

Delivery of the Fully Completed Work.

(a)	The Contractor shall deliver the Fully Completed Work to Murano or to whomever Murano designates, and shall receive it, in accordance with the provisions of this Clause.

(b)

When the Contractor considers that the Work is Completely Completed and once the tests referred to in section 12.1 above have been carried out, he will send written communication to Murano at least 10 (ten) Business Days in advance, requesting his presence at the Work Site in order to verify if the Work is Completely Completed.

(c)	If Murano has no observations regarding the Work and so communicates to the Contractor within 10 (ten) Business Days following the date on which the respective verification is carried out, MURANO will sign the final acceptance certificate of the Work.

(d)

In the event that, during the verification referred to in the preceding paragraph, Murano has any observations regarding the Work for non-compliance with the guidelines stipulated herein or agreed upon in the Contract Documents, Murano will prepare a new List of Outstanding Items at the time of the verification. This list may be supplemented and delivered to the Contractor within the following 15 (fifteen) Business Days. If the Contractor has no objections and agrees with the List of Outstanding Items, they will carry out the corrections or modifications indicated on the List within a maximum period of 15 (fifteen) Business Days from the date of receipt. After this period, the Parties must meet again to verify the Fully Completed Work. If, even after the second meeting for verification of the Work, Murano still has observations and these are accepted by the Contractor, a new deadline for the delivery of the Fully Completed Work will be set.

(e)	If, after the second verification meeting, MURANO's observations persist and are not accepted and/or addressed by the Contractor, the Parties shall reconcile their differences under the terms of this Contract.

(f)

Once the final acceptance certificate for the Work has been signed by MURANO, the Contractor will be released from its obligations under this Contract, with the exception of all those obligations that are expressly established to remain in effect after the delivery of the Work and the guarantees in charge of the Contractor in accordance with the Contract Documents, including the provisions of Clause Nine of this Contract.

(g)

Should MURANO fail to attend any of the aforementioned verification meetings or fail to submit its observations or acceptance to the Contractor within the agreed-upon timeframe, it shall be understood that MURANO has rejected the Work. In such case, the Contractor shall again summon MURANO in writing, with acknowledgment of receipt, for a second time, as previously stated. If MURANO fails to appear for the verification on the agreed-upon date and 30 (thirty) Business Days elapse from that date without any communication between the Contract Parties, the Work shall be deemed accepted, unless MURANO's absence is due to a fortuitous event or force majeure, in which case it shall be considered rejected and a new summons shall be issued.

(h)

Once the Parties have signed the Certificate of Completed Work, the Contractor shall have a period of 20 (twenty) Business Days to submit a final settlement to MURANO, which must be approved by MURANO and be consistent with what was foreseen and accepted by the Contractor according to the final statement of account referred to in subsection (j) of Clause Eleven. MURANO shall have 30 (thirty) Business Days to make the final payment of the Contract Price before incurring interest payments in favor of the Contractor. For the acceptance of the Fully Completed Work, the Contractor is obligated to include the logbook, the settlements of the workers and Contractors, the payment of social security, settlements of debts to the suppliers and Contractors that the Contractor has used, the reliable proof of having fulfilled the commitments of payment of social security contributions and registrations before the IMSS, as well as the payment of the payroll tax or the equivalent in the locality in which the Work has been developed, the above in the terms established in this Contract, which is a sine qua non condition for MURANO to make the payment of the settlement mentioned in this Clause.

(i)

The Contractor agrees to deliver the Work in accordance with the provisions of this Clause (i) in a fully operational condition; and (ii) accompanied by all necessary documents, letters, releases of liability, and other certifications that must be provided by the Contractor for MURANO to obtain (at its own expense) the Use and Occupancy Permit.It is expressly agreed that the Contractor will be responsible to MURANO for all accounts related to labor, contracts, materials, machinery and other items, including any pending claims that have been filed or have been filed against the Contractor or MURANO in connection with the execution of the Work within the construction period and for reasons that are not attributable to MURANO.

(j)	The Contractor shall provide a letter with the contact details of the persons who will handle any hidden defects that may arise as a result of this Contract, indicating full name, position, contact telephone number and email address.

(k)

The Contractor is granted a period of 45 (forty-five) calendar days to deliver the folder containing the documents stipulated in section 4.2.2 of this Contract. After this period, the right to claim payment from the Guarantee Fund will be forfeited. Once this documentation has been delivered, the final delivery of the Work will take place on the date specified by MURANO. In all cases, MURANO will verify and, if necessary, authorize said final settlement or request that the Contractor provide clarifications or modifications to it.

(l)

The Contractor shall be responsible, at no cost to MURANO, for a period of twelve months from the date of signing the Certificate of Completed Work (the “Warranty Period”), for correcting and repairing, at no cost to MURANO, any defect, error, or similar issue detected in the Work. The Parties agree that the Warranty Period shall be extended for the same Warranty Period with respect to the repaired or corrected portion of the Work. It is understood that if the Contractor detects the defect, error, or similar issue before MURANO does, the Contractor must inform MURANO accordingly. Alternatively, if MURANO detects defects, errors, or omissions in the Work, MURANO shall notify the Contractor by any means so that the Contractor may remedy the breach within a period not exceeding five (5) business days. If the Contractor fails to correct or repair any defect, error, or similar issue detected in the Work, in accordance with the provisions of this Contract, Murano shall be entitled to contract a third party to remedy the defect. Therefore, the Contractor agrees to pay all additional costs incurred by Murano as a result of contracting the third party, and may recover these costs through the compensation stipulated in this Contract. If Murano's additional costs exceed any amount owed to the Contractor, the Contractor agrees to reimburse the Contractor no later than five (5) calendar days after Murano notifies the Contractor, by any means, of the amounts disbursed as a result of contracting the third party.

14.1.

Reciprocal Compensation.

a.

When the suspension ordered by MURANO is due to a justified cause of the Contractor, and becomes definitive, the Contract will be terminated, notifying the Contractor with 15 (fifteen) calendar days to adapt and order the definitive stoppage of the works and avoid possible future problems in the suspended work. MURANO shall have no liability whatsoever to the Contractor and shall pay the Contractor only for the Work performed and shall be responsible for the materials that had already been requested through this Contract or Change Order if applicable, those that are in transit and pending payment up to the time of the suspension, as well as the expenses that said suspension may generate for the Contractor with respect to its Material suppliers and provided that these have been acquired in accordance with what was agreed in this Contract and prior to the date of the suspension, without MURANO being obligated to cover any compensation for any other reason and in which case, MURANO may determine the natural or legal person or persons who may continue with the execution of the Work at the stage in which it is, without any liability of any nature of MURANO towards the Contractor.

b.	When, in MURANO's judgment, the suspension results from a fortuitous event or force majeure, only an agreement between the Parties will be signed recognizing the period of the suspension and the dates for restarting and completing the work.

16.1.

Legal Requirements. The Contractor shall comply with all Legal Requirements.

a.	That the Party suffering the Fortuitous Event or Force Majeure has not caused or contributed to its occurrence.

b.	That the Party that suffers the Fortuitous Event or Force Majeure shall notify the other Party in writing within 5 (five) calendar days after it becomes aware of it so that the Parties may agree in writing on the measures to be taken to avoid the extension of its effects.

c.	That the Party that suffers the Fortuitous Event or Force Majeure proves through the appropriate records the existence, duration and effects of said Fortuitous Event or Force Majeure.

Ideurban/Contractor: IDEURBAN TECNOLOGÍAS, SA DE CV   Address: Montes Urales 105, Lomas de Chapultepec IV Section, Miguel Hidalgo Borough, CP 11000, Mexico City. Attention: Eng. Charles Azar Serur Email:cazar@ideurban.com.mx

MURANO: MURANO   Address: Bucareli Street number 42, 201 B, Colonia Centro, CP 06040, Cuauhtémoc Borough, Mexico City. Attention: Marco Vázquez/Leonel Martínez Email:marcov@murano.com.mx leonelmartinez@murano.com.mx

MULTIVA, SA MULTIPLE BANKING INSTITUTION, ACTING AS FICUCIARIA SOLELY AND EXCLUSIVELY AS FIDUCIARY OF THE ADMINISTRATION TRUST NUMBER CIB/3001	IDEURBAN/CONTRACTOR   IDEURBAN TECNOLOGIAS, SA DE CV